SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hills Stores Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
431692102
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 29, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
/X/
Page 1 of 19 pages
Exhibit Index appears on page 14
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102
Page 2 of 18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 393,758 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 393,758 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
393,758 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 3 of 18
Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)
b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 23,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 23,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
- 3 -
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 4 of 18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 103,782 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 103,782 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,782 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 5 of 18
Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 417,258 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 417,258 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,258 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 6 of 18
Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 521,040 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 521,040 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521,040 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 7 of 18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 521,040 (See Item 5)
BENEFICIALLY
ONED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 521,040 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521,040 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement")
relates to the Common Stock, $.01 par value (the "Common Stock"),
of Hills Stores Company, a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 15
Dan Road, Canton, Massachusetts 02025.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P.
("Dickstein Focus"), Dickstein International Limited ("Dickstein
International"), Dickstein Partners, L.P. ("Dickstein Partners"),
Dickstein Partners Inc. ("Dickstein Inc.") and Mark Dickstein.
Dickstein & Co., Dickstein Focus, Dickstein International,
Dickstein Partners, Dickstein Inc. and Mark Dickstein are
collectively referred to as the "Reporting Persons."
Dickstein & Co. is a Delaware limited partnership
engaged in certain investment activities, including, but not
limited to, (i) the purchase of marketable and non-marketable
securities and other obligations of bankrupt or near bankrupt
companies, (ii) risk arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and
(iii) the purchase of securities in entities which appear to be
undervalued.
Dickstein Focus is a Delaware limited partnership which
engages in certain investment activities similar in nature to the
activities engaged in by Dickstein & Co.
Dickstein International is a limited liability, open end
investment fund incorporated as an international business company
in the Territory of the British Virgin Islands. Dickstein
International engages in certain investment activities
similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership and
is the general partner of Dickstein & Co. and Dickstein Focus.
As such, Dickstein Partners makes all investment and trading
decisions for Dickstein & Co. and Dickstein Focus.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the investment advisor
to Dickstein International. In its capacity as investment
advisor, Dickstein Inc. makes all investment and trading
decisions for Dickstein International.
Mark Dickstein is the president and sole director of
Dickstein Inc.
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Focus,
Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New
York, New York 10019. The business address and the address of
the principal executive office of Dickstein International is 129
Front Street, Hamilton HM 12, Bermuda. The business address of
Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New
York, New York 10019.
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<PAGE>
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person identified in this Item 2
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
An Amended Consolidated Plan of Reorganization of
Hills, Hills Stores Company, Interstate Leasing Corporation, Dan
International, Inc., Canton Advertising, Inc., C.R.H.
International, Inc. and Rudnick & Sons, Incorporated, jointly
administered as Case No. 91B 10488 (TLB) (the "Plan of
Reorganization") was confirmed by order of the Bankruptcy Court
of the Southern District of New York on September 10, 1993, and
was consummated on October 4, 1993. In connection with the
consummation of the Plan of Reorganization, Dickstein & Co.
exchanged pre-petition trade payables ("Trade Payables") in the
amount of $12,113,961 for 159,907 shares of Common Stock and
138,551 shares of the Company's Series A Convertible Preferred
Stock, par value $.10 (the "Preferred Stock"), as well as other
consideration that included cash and the Company's 10.25% Senior
Notes due 2003 (the "Senior Notes"). Each share of Preferred
Stock is convertible into one share of Common Stock. 10,000
shares of Common Stock and 9,200 shares of Preferred Stock
received under the Plan of Reorganization by Dickstein & Co. were
sold to Dickstein International, and 74,000 shares of Common
Stock were sold in the open market. The cost of 188,500 shares
of Common Stock acquired by Dickstein & Co. in the open market
was $3,798,000. Such cost was funded out of working capital,
which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business.
Under the Plan of Reorganization, Dickstein
International exchanged Trade Payables in the amount of $
1,511,801 for 21,406 shares of Common Stock and 18,236 shares of
Preferred Stock, as well as other consideration that included
cash and Senior Notes. 10,000 shares of Common Stock received
under the Plan of Reorganization by Dickstein International were
sold in the open market. The cost of 55,300 shares of Common
Stock acquired by Dickstein International in the open market was
$1,126,000, and the cost of 10,000 shares of Common Stock and
9,200 shares of Preferred Stock acquired from Dickstein & Co. was
$391,200. Such costs were funded out of working capital, which
may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business.
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<PAGE>
All of the shares of Common Stock reported to be owned
by Dickstein Focus were acquired in the open market at a total
cost of $476,955. Such cost was funded out of working capital,
which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this statement relates for
investment. The Reporting Persons have had and may continue to
have discussions with other shareholders of the Company
concerning actions which could be taken to enhance shareholder
value.
The Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company or sell or
otherwise dispose of any or all of the shares of Common Stock or
other securities of the Company beneficially owned by them. The
Reporting Persons may take any other action with respect to the
Company or any of its debt or equity securities in any manner
permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially owned an
aggregate of 521,040 shares of Common Stock (including 156,787
shares which the Reporting Persons have the right to acquire upon
the conversion of shares of Preferred Stock), representing
approximately 5.8% of the shares of Common Stock outstanding.
Dickstein & Co. beneficially owns 393,758 of such shares of
Common Stock (including 129,351 shares which Dickstein & Co. has
the right to acquire upon the conversion of shares of Preferred
Stock), representing approximately 4.4% of the shares of Common
Stock outstanding; Dickstein Focus beneficially owns 23,500
shares of Common Stock, representing approximately 0.3% of the
shares of Common Stock outstanding; and Dickstein International
beneficially owns 103,782 of such shares of Common Stock
(including 27,436 shares which Dickstein International has the
right to acquire upon the conversion of shares of Preferred
Stock), representing approximately 1.2% of the shares of Common
Stock outstanding.1/ Upon the resolution of all of the Company's
pre-petition claims, the Reporting Persons may be entitled to
receive additional shares of Common Stock and Preferred Stock
pursuant to the Plan of Reorganization.
1/ Percentages are based upon 8,900,660 shares of Common
Stock reported outstanding as of March 31, 1994 in the
Company's Annual Report on Form 10-K for the year ended
January 29, 1994.
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<PAGE>
(b) By reason of its position as general partner of
Dickstein & Co. and Dickstein Focus, Dickstein Partners may be
deemed to possess the power to vote and dispose of the shares of
Common Stock beneficially owned by Dickstein & Co. and Dickstein
Focus. By reason of its position as general partner of Dickstein
Partners and investment advisor to Dickstein International,
Dickstein Inc. may be deemed to possess the power to vote and
dispose of the shares of Common Stock beneficially owned by
Dickstein & Co., Dickstein Focus, and Dickstein International.
By reason of his position as president and sole director of
Dickstein Inc., Mark Dickstein may be deemed to possess the power
to vote and dispose of the shares of Common Stock beneficially
owned by Dickstein & Co., Dickstein Focus and Dickstein
International. Pursuant to Rule 13d-4 promulgated under the
Securities Exchange Act of 1934, as amended, (i) Dickstein & Co.
disclaims beneficial ownership of all shares of Common Stock
beneficially owned by Dickstein Focus and Dickstein
International, (ii) Dickstein International disclaims beneficial
ownership of all shares of Common Stock beneficially owned by
Dickstein & Co. and Dickstein Focus, (iii) Dickstein Focus
disclaims beneficial ownership of all shares of Common Stock
beneficially owned by Dickstein & Co. and Dickstein International
and (iv) each of Dickstein Partners, Dickstein Inc. and Mark
Dickstein disclaims beneficial ownership of the shares of Common
Stock beneficially owned by Dickstein & Co., Dickstein Focus and
Dickstein International, other than those shares in which they
have a pecuniary interest.
(c) Except for the purchases and sales set forth on
Schedule II annexed hereto, none of the persons identified in
Item 2 has effected any transactions in the Common Stock during
the past 60 days. All such purchases and sales were effected in
the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934,
as amended.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: May 6, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent
of Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Focus Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
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<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
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<PAGE>
EXHIBIT INDEX
EXHIBIT
DESCRIPTION
PAGE
1
Agreement of joint filing pursuant to
Rule 13d(1)-f promulgated under the
Securities Exchange Act of 1934, as
amended
16
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<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.")
The name and present principal occupation or
employment of each of the executive officers and directors of
Dickstein Inc. is set forth below. The business address of each
such person is c/o Dickstein Partners, 9 West 57th St., New York,
New York 10019.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director of Dickstein
Inc.
President and
Sole Director
David Brail Vice President of Dickstein Inc.
Vice President
Tod Black Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President
Vice President
Alan S. Cooper Vice President and General Counsel of
Vice President and Dickstein Inc.
General Counsel
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<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF HILLS STORE COMPANY
DURING THE PRECEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
4/26/94 21,000 19.76 1,285.00 416,287.00
4/29/94 153,000 20.10 9,205.00 3,084,199.00
5/2/94 14,500 20.46 895.00 297,579.50
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
4/26/94 5,200 19.76 337.00 103,099.40
4/29/94 38,000 20.10 2,305.00 766,029.00
5/2/94 3,600 20.461 241.00 73,900.60
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
4/26/94 1,500 19.76 115.00 29,758.00
4/29/94 9,100 20.10 571.00 183,462.80
5/2/94 900 20.46 79.00 18,493.90
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<PAGE>
TRANSACTIONS IN COMMON
STOCK OF HILLS STORE COMPANY
DURING THE PRECEDING 60 DAYS
Shares Sold by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/31/94 50,000 20.00 3,025.00 996,941.66
Shares Sold by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/31/94 4,000 20.00 265.00 79,732.33
Shares Sold by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/31/94 3,000 20.00 205.00 59,793.00
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EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of May 6, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
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<PAGE>
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Focus Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
General Partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
- 19 -
